Celsius Resources Limited — Governance Information 2011

Jun 8, 2011

VIEW RESOURCES LIMITED ABN 95 009 162 949

Employees Option Plan and Rules

2007

Table of Contents

1.	Interpretation and construction .................................................................................1	Interpretation and construction .................................................................................1
	1.1	Interpretation..................................................................................................1
	1.2	Construction...................................................................................................3
	1.3	Governing Law...............................................................................................3
	1.4	ASX and Corporations Act requirements.......................................................3
2.	Purpose	........................................................................................................................3
3.	Eligibility and invitations ............................................................................................3
	3.1	Committee to determine eligibility of Employees ...........................................3
	3.2	Invitations.......................................................................................................4
	3.3	Shareholder approval ....................................................................................4
4.	Applications.................................................................................................................4
	4.1	Application .....................................................................................................4
	4.2	Number of Options applied for.......................................................................4
	4.3	Acceptance Period.........................................................................................4
	4.4	Provision of additional information.................................................................4
5.	Grant of	Options..........................................................................................................5
6.	Issue and Exercise Price of Options .........................................................................5
	6.1	Issue Price.....................................................................................................5
	6.2	No listing of Options.......................................................................................5
	6.3	Exercise Price................................................................................................5
7.	Option Certificates ......................................................................................................5
8.	Waiver of Options........................................................................................................5
9.	Exercise and lapse of an Option ................................................................................5
	9.1	Exercise during Exercise Period....................................................................5
	9.2	Lapse at end of Exercise Period....................................................................5
	9.3	Ceasing to be an Eligible Person...................................................................5
	9.4	Retirement, retrenchment or death................................................................6
	9.5	Takeover bid..................................................................................................6
10.	Procedure on Exercise................................................................................................6
	10.1	Method of Exercise........................................................................................6
	10.2	Payment.........................................................................................................6
	10.3	Date of Exercise ............................................................................................6
	10.4	Allotment of Shares .......................................................................................6
	10.5	Rights of new Shares allotted ........................................................................7
11.	Restriction on Transfer ...............................................................................................7
12.	Reorganisation of Capital and new issues ...............................................................7
	12.1	Reorganisation...............................................................................................7
	12.2	New issues ....................................................................................................7
13.	General .........................................................................................................................7
	13.1	Administration................................................................................................7
	13.2	Notices and circulars to shareholders............................................................8

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	13.3	Costs and Expenses......................................................................................8
	13.4	Overriding Restrictions on Grant and Exercise..............................................8
	13.5	Taxation.........................................................................................................8
14.	Amendment and Termination.....................................................................................8
	14.1	Power of Amendment – General ...................................................................8
	14.2	Power of amendment - limitations .................................................................8
	14.3	Notification of amendments ...........................................................................9
	14.4	Termination....................................................................................................9
15.	Plan	Limit .....................................................................................................................9
	15.1	Prospectus and disclosure relief....................................................................9
	15.2	Individual limit – Income Tax Assessment Act...............................................9
	15.3	General limit...................................................................................................9
16.	Notices..........................................................................................................................9
	16.1	Employees and Participants ..........................................................................9
	16.2	To the Company ............................................................................................9

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VIEW RESOURCES LIMITED OPTION PLAN AND RULES

1. Interpretation and construction

1.1 Interpretation

In this Plan, the following expressions have the meanings given to them:

Acceptance Period has the meaning given to it in Rule 4.3.

Accepted Options means the number of Specified Options applied for by the Applicant in accordance with Rule 4.2 and granted to the Applicant in accordance with Rule 5.

Applicant has the meaning given to it in Rule 4.1.

ASX means ASX Limited ABN 98 008 624 691.

Committee means a committee appointed by the board of directors of the Company with responsibility for operation of the Plan or, if no such committee is appointed, the board of directors of the Company.

Company means View Resources Limited ABN 95 009 162 949.

Corporations Act means the Corporations Act 2001 ( Cth ).

Director means an executive director of a Group Member.

Eligible Person means an Employee.

Employee means any person who is in the full-time or part-time employment of a Group Member.

Exercise Period means:

• (a) in respect of any Options, subject to paragraph (b) and (c), the period commencing on the First Exercise Date and ending on the Last Exercise Date applicable to those Options; and

• (b) in the case of Zero Exercise Price Options, the period commencing on the date being 3 years after the Issue Date and ending on the Last Exercise Date applicable to those Options; and

• (c) in the case of Market Options, the period commencing on the date being 1 year after the Issue Date and ending on the Last Exercise Date applicable to those Options .

Exercise Price means the price per Share payable on the exercise of an Option.

First Exercise Date means, in respect of any Options (other than the Zero Exercise Price Options and Market Options), the date falling three years after the grant of the Options, or such other date determined by the Committee and specified in the Invitation to the Eligible Person applicable to those Options.

Group Member means the Company and any Subsidiary of the Company.

Invitation means an invitation made to an Eligible Person in accordance with Rule 3.2.

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Issue Date means in relation to an Invitation, the date the Specified Options are issued to an Eligible Person in accordance with Rule 5.

Last Exercise Date means, in respect of any Options, 5.00pm Perth time on the day five years after the Issue Date, or such other date as determined by the Committee and specified in the Invitation to the Eligible Person applicable to those Options.

Listing Rules means the Official Listing Rules of ASX.

Market Option means an Option issued for free and exercisable at the Market Price.

Market Price means, in respect of a Share on any Issue Date:

• (a) if there was at least one transaction on the Australian Stock Exchange during the one week period up to and including that Issue Date, the weighted average of the prices at which the Shares were traded on the Australian Stock Exchange during the one week period up to and including that Issue Date; or

• (b) if paragraph (a) does not apply, the Market Price will be determined in accordance with section 139FA of the Income Tax Assessment Act 1936 ( Cth ).

Option means a right to acquire a Share granted under this Plan.

Participant means an Eligible Person to whom an Option has been granted or, following the death of that Eligible Person, his personal representative.

Plan means the View Resources Employees’ Option Plan established in accordance with these Rules.

Retirement means the termination of a Participant’s employment or employment relationship with a Group Member by reason of:

• (a) reaching the normal retirement age of the relevant Group Member as determined by the directors of that Group Member;

• (b) participation in an early retirement plan or a voluntary redundancy plan of the Group Member;

• (c) the illness or incapacity of the Participant necessitating the permanent withdrawal of the Participant from the work force; or

• (d) circumstances which the Committee consider should be treated as a Retirement for the purposes of the Plan.

Retrenchment means the compulsory termination of the employment or employment relationship of a Participant with a Group Member where the termination is expressed to be on the ground that:

• (a) the employment of the Participant is not necessary and his or her position is not to be filled;

• (b) the work for which the Participant was engaged is finished; or

• (c) the quantity of work required by the Group Member to be undertaken has diminished and has rendered a reduction in the number of employees necessary.

Rules means these rules of the Plan as amended from time to time.

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Share means a fully paid ordinary share in the capital of the Company.

Specified Options has the meaning given to it in Rule 3.2.

Subsidiary means a subsidiary as defined in the Corporations Act.

Zero Exercise Price Option means an Option issued for free and exercisable for free.

1.2 Construction

• (a) Where the context so admits, any reference in these Rules:

• (i) to the singular includes the plural and vice versa; and

• (ii) to the masculine includes the feminine.

• (b) Any reference in these Rules to any law, legislation or the Listing Rules includes the enactment as for the time being amending or replacing them, and any regulations made under them.

• (c) The headings to these Rules are for reference purposes only and are not to affect the meaning or construction of the Rules.

1.3

Governing Law

This Plan (including any Option granted under it) is governed by, and is to be construed in accordance with, the laws of Western Australia.

1.4 ASX and Corporations Act requirements

The Committee will ensure that the Plan is at all times operated in accordance with the Listing Rules and the Corporations Act.

2. Purpose

The purpose of the Plan is to:

• (a) provide long term incentives to improve the performance of the Company and for participation in the Company's future growth;

• (b) motivate, foster and promote loyalty from Employees;

• (c) attract persons of experience and ability to employment with the Company and assist to retain the services of valuable Employees; and

• (d) recognise and reward the ability and efforts of the Employees who have contributed to the success of the Company.

The Plan will be used as part of the remuneration planning for Employees.

3. Eligibility and invitations

3.1 Committee to determine eligibility of Employees

Subject to these Rules, the Committee may from time to time determine that an Eligible Person may participate in the Plan and the extent of that participation.

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3.2 Invitations

The Committee may issue invitations in the form of schedule 1 to these Rules, with such amendments as the Committee approve ( Invitation ) to Eligible Persons, inviting applications for a grant of Options for up to the number of Options specified in the Invitation ( Specified Options ). The Invitation will, amongst other things, set out:

• (a) the number of Specified Options;

• (b) the Issue Date;

• (c) the Exercise Period;

• (d) the Exercise Price;

• (e) the First Exercise Date;

• (f) the Last Exercise Date; and

• (g) the Acceptance Period.

The number of Specified Options, the Exercise Price, Exercise Period, First Exercise Date, Last Exercise Date and Exercise Period shall be determined by the Committee in its absolute discretion.

3.3

Shareholder approval

An issue of Options to Directors will be subject to the approval of the shareholders of the Company in accordance with the Listing Rules.

4. Applications

4.1 Application

Following receipt of an Invitation, application for the Specified Options may be made by the relevant Eligible Person ( Applicant ).

4.2 Number of Options applied for

The Applicant may apply for the number of Specified Options or part thereof, in multiples of 1,000 Options, by sending to the company secretary of the Company a duly signed and completed application (in the form attached to the Invitation). Each Option will entitle the holder to one Share, upon payment of the Exercise Price (if any) in accordance with these Rules.

4.3 Acceptance Period

The application must be received by the Company within the acceptance period specified in the Invitation, which must not be less than 7 days from the date of the Invitation ( Acceptance Period ).

4.4

Provision of additional information

The Committee shall be entitled to receive from the Applicant any information that the Committee regards as necessary concerning the Applicant and the Applicant's entitlement to lodge an application and may reject any application.

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5. Grant of Options

Upon acceptance of a duly signed and completed application for Specified Options, the Company may grant and issue the Options applied for to the Applicant in accordance with the directions of the Committee.

6. Issue and Exercise Price of Options

6.1 Issue Price

Options granted under the Plan will be granted free of charge.

6.2 No listing of Options

The Options will not be listed on the Australian Stock Exchange or any other stock exchange.

6.3 Exercise Price

The Exercise Price of Options granted under the Plan will be a price determined by the Committee at their discretion.

7. Option Certificates

The Company must issue an option certificate to each Participant to whom Options have been granted which certificate must take effect as a deed.

8. Waiver of Options

A Participant may give up Options in whole or in part by deed.

9. Exercise and lapse of an Option

9.1 Exercise during Exercise Period

Subject to Rules 9.4 and 9.5, a Participant may exercise Options in multiples of 1,000 Options at any time or from time to time during the Exercise Period applicable to those Options.

9.2 Lapse at end of Exercise Period

A Participant's Options lapse at the end of the Exercise Period applicable to those Options (or at any earlier time determined under Rule 9.3 or 9.4).

9.3 Ceasing to be an Eligible Person

Subject to Rule 9.4;

• (a) if at any time prior to the applicable Exercise Period a Participant ceases to be an Eligible Person, all Options held by that Participant will lapse immediately after the Participant ceases to be an Eligible Person; and.

• (b) if at any time during any applicable Exercise Period a Participant ceases to be an Eligible Person, all Options held by that Participant must be exercised within 90 days (or such lesser period ending on the applicable Last Exercise Date) of the date that Participant ceases to be an Eligible Person.

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9.4 Retirement, retrenchment or death

If a Participant ceases to be an Eligible Person by reason of:

• (a) the Retirement or Retrenchment of that Participant;

• (b) the death or permanent incapacity of that Participant; or

• (c) if that Participant is an Employee or Director of a Subsidiary of the Company, that company ceasing to be a Group Member,

that Participant (or his representative) may exercise his Options at any time within 90 days (or such lesser period ending on the applicable Last Exercise Date) of the occurrence of that event, notwithstanding that the First Exercise Date has not then occurred.

9.5 Takeover bid

If, prior to the First Exercise Date of any Option, a takeover bid (including by way of scheme of arrangement or otherwise) is publicly announced in respect of the Company which the Committee reasonably believes may lead to the bidder acquiring control (as defined in the Corporation Act) of the Company, the Committee must promptly give written notice of the takeover bid to the Participants whereupon all Options (which have not lapsed or expired) become and remain exercisable at any time within 60 days of receiving such notice (notwithstanding that the First Exercise Date has not occurred in respect of those Options). If the person making the takeover bid offers to issue options to the Participants which replicate the Options, each Participant may at its discretion accept such replicated options which will replace the Options and, in that case, that Participant need not exercise the Options within the period set out above.

10. Procedure on Exercise

10.1 Method of Exercise

To exercise Options, the Participant must give written notice to the Company in such form, and with such other documents, as the Committee may decide.

10.2 Payment

The notice of exercise must be accompanied by payment in full of the Exercise Price (if any). Alternatively, the Participant may enter into such arrangements for the payment of the Exercise Price in cash as the Committee may approve.

10.3 Date of Exercise

Unless a later date is specified in the notice of exercise, the date on which the notice of exercise (complete in all respects and together with the payment of the Exercise Price) is received by the Company is the date of exercise of the Options specified in the notice of exercise.

10.4 Allotment of Shares

The Company must:

(a) subject to any necessary consents or approvals as may be required by any competent authority having first been obtained; and

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• (b) subject to the Participant having complied with the terms of the Options so exercised,

allot and issue the number of Shares specified in the notice of exercise to the Participant, or as the Participant may otherwise direct within the time prescribed by the Listing Rules.

10.5 Rights of new Shares allotted

Shares which are issued as a result of the exercise of Options granted under the Plan will rank equally in all respects with all Shares on issue.

11. Restriction on Transfer

Options granted under the Plan may not be transferred, mortgaged, pledged, or otherwise encumbered.

12. Reorganisation of Capital and new issues

12.1 Reorganisation

• (a) If, prior to the lapse or expiry of an Option granted under the Plan, there is a reorganisation of the issued share capital of the Company, the number of Shares subject to the Option and/or the Exercise Price will be adjusted in the manner required by the Listing Rules.

• (b) Before making the adjustment, the Committee must obtain the written confirmation of the Company's auditor (acting as an expert and not as an arbitrator) that the adjustment is, in its opinion, fair and reasonable.

• (c) The Committee must notify each Participant of any adjustment to Options as soon as practicable after its decision.

12.2 New issues

• (a) Subject to clause 12.2(b), an Option does not confer on a Participant the right to participate in new issues of Shares or other securities by the Company, including by way of bonus issue, rights issue or otherwise ( New Issue ).

• (b) The Committee will give notice to each Participant of any New Issue at least 14 days prior to the record date (as defined in the Listing Rules) in respect of that New Issue. If the Participant exercises any Options in accordance with these Rules (including the requirement that the exercise occurs after the relevant First Exercise Date) and the Shares the subject of that exercise are issued prior to the record date, the Participant may participate in the New Issue.

13. General

13.1 Administration

• (a) Subject as otherwise provided in these Rules, the Committee shall administer the Plan.

• (b) The Committee's decision on the construction of the Rules and on any disputes arising under the Plan is final and binding on all Participants.

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13.2 Notices and circulars to shareholders

The Company is not obliged to give a Participant copies of any notices, circulars and other documents sent by the Company to its shareholders until that Participant becomes a shareholder by exercising any or all of that Participant’s Options.

13.3

Costs and Expenses

The Company will pay the cost of the preparation and operation of the Plan. It may, however, require Group Members to share the cost on such a basis as the Committee considers fair.

13.4 Overriding Restrictions on Grant and Exercise

Notwithstanding any Rules or the terms of any Option, no Option may be offered, granted or exercised if to do so would:

• (a) contravene any law or the Listing Rules; or

• (b) contravene the local laws or customs of the country of residence of an Eligible Person or a prospective employee, or

• (c) if in the opinion of the Board of the Company, it would require actions to comply with local laws or customs of the country of residence of an Eligible Person or a prospective employee which are impracticable.

13.5

Taxation

Neither the Company, its advisers nor the Board of the Company are liable for taxes, imposts or duties assessed against or imposed upon a person participating in the Plan and none of them represents or warrants that any person will gain any taxation advantage by participating in the Plan.

14. Amendment and Termination

14.1 Power of Amendment – General

Subject to the limitations in Rule 14.2, the Committee may from time to time amend, vary or supplement the Plan in any respect, but, for so long as the Company remains on the official list of ASX, such amendment, variation or supplement has no effect unless it complies with the Listing Rules.

14.2 Power of amendment - limitations

No amendment may be made by the Committee to the provisions of the Plan which reduces the rights of Participants, other than an amendment introduced primarily:

• (a) for the purpose of complying with, or conforming to, present or future State or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

• (b) to correct any manifest error or mistake; or

• (c) to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to tax legislation (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of tax legislation by a Court of competent jurisdiction.

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14.3 Notification of amendments

The Committee must give written notice to all Participants of any amendment which affects their rights.

14.4 Termination

The Committee may at any time terminate the Plan and in which case no further Options will be granted. In all other respects the provisions of the Plan shall remain in force.

15. Plan Limit

15.1 Prospectus and disclosure relief

Invitations must not be made under the Plan if it would cause the Company to exceed the 5% threshold set out in ASIC Class Order 03/184 (or any class order or law which supersedes it) such that the Company would need to create and lodge a prospectus with ASIC in order to offer or issue the Options or the Shares on exercise of those Options.

15.2 Individual limit – Income Tax Assessment Act

Invitations must not be made under the Plan to an Eligible Person to the extent that (if all the Options granted to that Eligible Person were exercised) that Eligible Person would on the Issue Date:

• (a) hold a legal or beneficial interest in more than 5% of the Shares; or

(b) be in a position to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of the Company.

15.3 General limit

Invitations must not be made under the Plan at any time if, at that time the rights of all Participants (including the proposed new Participant) to Shares on exercise of Options (which have not lapsed or expired) would exceed 10% of the total Shares on issue at that time.

16. Notices

16.1 Employees and Participants

• (a) The Committee may give notice to the person entitled to it either personally or through the internal post or by sending it by post to the address supplied by him for that purpose.

• (b) Where a notice or document is sent by post it shall be deemed to have been received 7 days after it was put into the post. All notices and documents sent by post will be sent at the risk of the addressee.

16.2 To the Company

An Employee or a Participant may give notice to the Company or where applicable, the Committee by delivering or sending it to the Company at its registered office, marked for the attention of the company secretary. The Committee may make other arrangements for the receipt of notices.

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SCHEDULE 1 – Invitation Document

APPLICATION FORM AND INSTRUCTIONS TO PARTICIPANTS

VIEW RESOURCES LIMITED ABN 95 009 162 949

A. Introduction and Interpretation

This document constitutes the Invitation as defined in the Rules. Capitalised terms have the same meaning as set out in the Rules. A copy of the Rules are attached to this Invitation.

B. Invitation

In accordance with the Rules, the Committee invites you to participate in the Plan, and to apply for Options to acquire Shares in View Resources Limited upon the following terms:

(1) the maximum number of Options which are offered to you is [ ];

• (2) the Options are issued free of charge;

• (3) the Issue Date for the Options is [ ];

(4) the Exercise Price of each Option is [ ]; (5) the Exercise Period of these Options is between: 5.00 pm (WST) [ ] (the First Exercise Date ) and 5.00 pm (WST) [ ] (the Last Exercise Date );

• (6) if you resign or your employment by the Group Member is terminated for any reason, any unexercised Options will lapse one month after the day you cease to be an employee, unless the Committee otherwise determine;

• (7) if you retire, are retrenched, die or become permanently incapacitated, any unexercised Options may be exercised within 3 months or such longer period as the Committee may determine;

• (8) if a Takeover Bid is made for the Company and written notice is given by the Committee under rule 9.4, you will be afforded the opportunity to exercise all of your unexercised Options within 60 days;

• (9) the Options are not transferable;

• (10) no Options (in any circumstances) can be exercised after the Last Exercise Date applicable to those Options;

• (11) the Options will not be listed; and

• (12) the Rules prevail in the event of any inconsistency with the preceding summary.

• C. Acceptance of Invitation

If you wish to ACCEPT this invitation and apply for the Options you MUST:

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• (1) Complete the section below headed “Application Form” in accordance with the instructions noted at the end of the Application Form.

• (2)

Return the completed Application Form to:

Company Secretary View Resources Limited Level 12, London House 216 St Georges Terrace Perth WA 6000

to reach View Resources Limited by NO LATER THAN 5.00pm (Perth time) on [ ] day [ ] ( Acceptance Date ). Application Forms received after this date will NOT be accepted.

D. Application Form

I wish to apply for ALL, or [ ] of the options noted in paragraph 1 of section B of the Invitation.

Complete Full Name Details

	Title	Given Name(s)	Surname (or Company Name and ACN)
Applicant

Complete Address Details

Number and Street
Suburb or City	State	Postcode	Australia

Telephone Details

Home ( ) Work ( ) Contact Name

CHESS Details (if CHESS participant)

PID HIN

I declare that this application is completed according to the declarations/appropriate statements on the reverse of this Form and agree to be bound by:

• the Constitution of View Resources Limited;

• the Rules.

I acknowledge that:

• I have received recently a copy of the Rules which accompanied this Invitation before applying for the Options.

• the Corporations Act prohibits any person from passing on to another person this Invitation.

YOU SHOULD READ THE RULES OF THE PLAN CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM

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SIGNED BY …………………………………

Notes

You can apply for the number of Options listed in paragraph 1 of section B of the Invitation or a lesser number.

How to apply for Options

• Complete all relevant boxes of the Application Form.

• Please post or deliver the completed Application Form as soon as possible.

Declaration by Applicant(s) on completing the Application Form

By completing this Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and the Application Form complies with the terms of the Rules.

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